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EXHIBIT 14

Our Statement of Business Philosophy

ERIEs strong corporate culture is a cornerstone of our success. We believe in
and nurture the ERIE family spirit, treating Employees, Agents, Policyholders,
applicants and claimants as we ourselves would want to be treated. Our founder,
H. O. Hirt, described our mission this way:

To provide our Policyholders with as near perfect protection, as near perfect
service as is humanly possible, and to do so at the lowest possible cost.

ERIEs service culture, which stresses the importance of providing exemplary
service, has distinguished us from our competitors and is one of the keys of
our success.

We are committed to upholding ethical standards in every corporate endeavor.
These standards apply to all of ERIEs activities and encompass interactions
between ERIE Employees and our customers, Agents and other stakeholders. The
purpose of this Code of Conduct is to formalize ERIEs commitment to ethical
behavior and to provide basic guidance for situations in which ethical issues
may arise. All directors, executive officers and Employees are expected to be
familiar with and abide by the principles expressed in our Code of Conduct and
to follow the procedures detailed in the manuals applicable to their respective
job functions.

This Code of Conduct is a living document, which will be updated from time to
time. Training will be provided to new and existing Employees as appropriate
for their roles in the organization and their job functions. The Internal Audit
Department will annually prepare and transmit to the Audit Committee a report
on ERIEs adherence to this Code of Conduct.

All directors, executive officers and Employees are responsible for
understanding and following the Code of Conduct.ERIEs independent Agents are
specifically directed to read and understand their obligations as set forth in
this Code. If an Employee becomes aware that another Employee has violated this
Code of Conduct, he or she is obligated to report that violation as explained
in the reporting requirements contained in Section 3 of this Code. In addition,
all Employees are expected to perform their work with honesty and integrity in
any areas not specifically addressed by the Code of Conduct. A violation of
this Code of Conduct may result in appropriate corrective action, up to and
including possible termination of employment with ERIE. Any waivers of this
Code of Conduct for any director or executive officer must be approved by the
Board of Directors. Once approved, the fact of a waiver and the reason
supporting it must be promptly disclosed to shareholders.

This Code of Conduct articulates general principles designed to guide Employees
in making ethical decisions. It cannot, and is not, intended to address every
possible situation that may arise. As such, nothing in this Code of Conduct
prohibits or restricts ERIE from taking disciplinary action on any matters
pertaining to Employee conduct whether or not they are expressly discussed in
this document. Questions regarding interpretation of any of the provisions of
this Code of Conduct should be referred to ERIEs Law Division.
This Code of Conduct was formally adopted by the Board of Directors on December
9, 2003. It may be revised, changed or amended at any time by the Board of
Directors of Erie Indemnity Company.

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CONTENTS

|                                                                      |  |  |    | 
|--------------------------------------------------------------------- |  |  | -- | 
|Our Statement of Business Philosophy                                  |  |  | 1  | 
|Section 1. Compliance with The Code of Conduct                        |  |  | 5  | 
|Section 2. Policies and Practices                                     |  |  | 6  | 
|A. Conflicts of Interest                                              |  |  | 6  | 
|1. Accepting or Offering Gifts and Entertainment                      |  |  | 6  | 
|2. Dealing with Suppliers and Policyholders                           |  |  | 6  | 
|3. Outside Affiliation or Business Interest                           |  |  | 7  | 
|4. Interests in Other Insurance-Related Entities                      |  |  | 7  | 
|B. Use of Company Property and Information                            |  |  | 7  | 
|1. Company Property and Facilities                                    |  |  | 7  | 
|2. Company Proprietary and Other Confidential Information             |  |  | 8  | 
|3. Privacy and Security of Consumer Information                       |  |  | 8  | 
|C. Computer, E-mail and Internet Policies                             |  |  | 9  | 
|1. The Computer System Is Company Property                            |  |  | 9  | 
|2. No Expectation of Privacy                                          |  |  | 9  | 
|3. Professional Use of Computer System Required; Other Policies Apply |  |  | 9  | 
|4. Offensive and Inappropriate Material; Illegal Activities           |  |  | 10 | 
|5. Solicitations                                                      |  |  | 10 | 
|6. Copyrights and Trademarks                                          |  |  | 10 | 
|D. Equal Professional Service                                         |  |  | 10 | 
|E. Employment Policies                                                |  |  | 11 | 
|1. Equal Employment Practices                                         |  |  | 11 | 
|2. Wage and Hour and Labor Laws                                       |  |  | 11 | 
|3. Safe Work Environment                                              |  |  | 11 | 
|F. Securities Laws                                                    |  |  | 12 | 
|G. Antitrust Laws                                                     |  |  | 12 | 
|H. Trade Practices                                                    |  |  | 14 | 
|1. Claims Handling                                                    |  |  | 14 | 
|2. Producer/Distribution Issues                                       |  |  | 15 | 
|3. Market Conduct Examinations                                        |  |  | 15 | 
|I. Overseas Activities                                                |  |  | 16 | 
|J. Political Involvement                                              |  |  | 16 | 
|K. Employee and Agent ImproprietiesFraud and Dishonesty              |  |  | 17 | 
|L. Sanctions and Trade Embargoes                                      |  |  | 18 | 
|M. Documentation of Business Practices                                |  |  | 18 | 
|N. Document Retention                                                 |  |  | 19 | 
|O. Service Marks and Copyrights                                       |  |  | 19 | 
|P. Financial Examinations                                             |  |  | 20 | 
|Q. Code of Ethical Conduct for Financial Managers                     |  |  | 20 | 
|Section 3. Reporting Suspected Non-Compliance                         |  |  | 22 | 
|A. General Policy                                                     |  |  | 22 | 
|B. Protection Against Retaliation                                     |  |  | 23 | 

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Section 1. Compliance with the Code of Conduct

All Employees have a responsibility to understand and follow the Code of
Conduct, and for financial managers, the Code of Ethical Conduct for Financial
Managers, as well. In addition, all Employees are expected to perform their
work with honesty and integrity in any areas not specifically addressed by the
Code of Conduct. A violation of this Code of Conduct may result in corrective
action up to and including termination from employment with the Company.

The Company strongly encourages dialogue among Employees and their supervisors
to make everyone aware of situations that give rise to ethical questions and to
articulate acceptable ways of handling those situations.

The Code of Conduct reflects general principles to guide Employees in making
ethical decisions and cannot, and is not intended to, address every situation.
As such, nothing in this Code of Conduct prohibits or restricts the Company
from taking any disciplinary action on any matters pertaining to Employee
conduct, whether or not they are expressly discussed in this document. The Code
of Conduct is not intended to create any expressed or implied contract with any
Employee or third party. In particular, nothing in this document creates an
employment contract between the Company and any of its
Employees.
The Code of Conduct may be revised, changed or amended at any time by the Board
of Directors of the Company.

Section 2. Policies and Practices

A.     Conflicts of Interest

It is ERIEs practice to maintain relationships with individuals or entities
that adhere to the highest legal, ethical and professional standards. Employees
should not permit personal interests to conflict, or appear to conflict, with
the performance of their duties on behalf of ERIE. A conflict of interest
exists when an Employees personal or non-ERIE business-related activities
permit that Employee, or a third party, to obtain improper gain or advantage.
The following guidelines address some of the areas where potential conflicts
may arise:

1.     Accepting or Offering Gifts and Entertainment

Employees should not solicit or accept gifts or other benefits that might
influence or appear to influence their independence of judgment or affect their
decisions or actions concerning ERIE business. Likewise, Employees should not
offer or give any gifts or other benefits that might influence or appear to
influence other persons conduct in relation to any transaction involving ERIE.
Gifts of cash should never be given or accepted regardless of the amount
involved. Additionally, gifts, gratuities, discounts or unusual or expensive
entertainment should not be offered, given or accepted beyond those usual and
customary nominal courtesies associated with lawful and accepted business
practices.

2.     Dealing with Suppliers and Policyholders

ERIE reserves the right to determine with whom we will do business. We are
committed to open dealings with our suppliers and Policyholders, and to fair
competition with our competitors. Employees should not use any purchasing
and/or marketing influence ERIE may possess, or seek favorable treatment from
or with ERIEs suppliers or Policyholders, to promote their own personal gain.

3.     Outside Affiliation or Business Interest

No Employee may engage in a freelance or moonlighting activity or become
involved with any social, political or charitable entity that materially
encroaches on the time or attention that should be devoted to the Employees
responsibilities as an ERIE Employee; adversely affects the quality of work
performed; competes with the Companys activities; implies sponsorship or
support by the Company of the outside employment or organization; or adversely
affects the good name of the Company. Employees who freelance or moonlight may
not use Company time, facilities, resources or supplies for such work.

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4.     Interests in Other Insurance-Related Entities

Employees having any affiliation with, or beneficial interest in, any
insurance-related entity other than ERIE should disclose this information to
their division officer or regional vice president. Division officers and
regional vice presidents should disclose this information to ERIEs general
counsel.

B.     Use of Company Property and Information

All Employees are responsible for the proper use of the Companys physical
resources and property, as well as its proprietary and other confidential
information.

1.     Company Property and Facilities

Any Employee found to be engaging in or attempting theft of any property of the
Company or of another Employee, including documents, equipment, intellectual
property, personal property of other Employees, cash or any other item of
value, will be subject to corrective action, up to and including termination of
employment, as well as possible criminal proceedings. All Employees have a
responsibility to report any theft or attempted theft to the Companys
management.

2.     Company Proprietary and Other Confidential Information

Every Employee should be aware that in any competitive environment, proprietary
information and trade secrets must be safeguarded in the same way that all
other important Company assets are protected. Information concerning pricing,
products and services that are being developed, internal system design and
other such trade secrets must be held in the strictest confidence, and
reasonable prudence and care should be exercised in dealing with such
information in order to avoid inadvertent, inappropriate disclosure.
Confidential and proprietary information must not be used in any way other than
as required as part of an Employees job duties.

All hard copy reports, electronic data, software, microfilm, tape recordings,
films, books, documents, records or notes acquired or created in the course of
employment are the property of the Company. Originals or copies of such
information may be removed from the Companys offices only in conjunction with
the Employees employment duties and must be returned at any time upon request.
All Employees must be familiar with and abide by the Companys Information
Privacy and Security Policy.

3.     Privacy and Security of Consumer Information

As an insurer, ERIE handles consumer information on a daily basis. ERIE is
committed to protecting the privacy and security of this information. All
nonpublic personal information on ERIEs customers and other consumers whose
information ERIE possesses in conjunction with its operations as an insurer may
be accessed, used and/or disclosed only in conjunction with ERIE business and
as permitted by ERIEs Information Privacy and Security Policy.

C.     Computer, E-mail and Internet Policies

Every Employee is responsible for using the Companys computer system,
including, without limitation, its electronic mail (e-mail) system and the
Internet (collectively, the Computer System), properly and in accordance with
Company policies. The Companys Computer System Policy is contained in the
Employee Handbook. Employees should be aware of, among other matters, the
following:

1.     The Computer System Is Company Property

The computers that Employees are provided or have access to for work and the
e-mail system are the property of the Company and have been provided for use in
conducting Company business. All communications and information transmitted by,
received from, created or stored in its Computer System (whether through word
processing programs, e-mail, the Internet or otherwise) are Company records and
property of the Company.

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2.     No Expectation of Privacy

The Company has the right, but not the duty, for any reason and without the
permission of any Employee, to monitor any and all of the aspects of its
Computer System, including, without limitation, reviewing documents created and
stored on its Computer System, deleting any matter stored in its system,
monitoring sites visited by Employees on the Internet, monitoring chat and news
groups, reviewing material downloaded or uploaded by users from the Internet,
and reviewing e-mail sent and received by users. Employees should not have an
expectation of privacy in anything they create, store, send or receive on the
Computer System.

3.     Professional Use of Computer System Required; Other Policies Apply

Employees are reminded to be courteous to other users of the system and always
to conduct themselves in a professional manner. The Companys policies against
discrimination and harassment (sexual or otherwise) apply fully to the
Companys Computer System, and any violation of those policies will subject the
Employee to corrective action up to and including termination of employment.

4.     Offensive and Inappropriate Material; Illegal Activities

Company policies prohibit using the Companys Computer System to send or
receive messages or files that are illegal, sexually explicit, abusive,
offensive or profane.

5.     Solicitations

The Companys Computer System may not be used to solicit for religious or
political causes, commercial enterprises, outside organizations, or other
activities not related to an Employees services to the Company. Employees
should not open unsolicited, suspicious e-mail or forward to other Employees
any chain-letter e-mail.

6.     Copyrights and Trademarks

The Companys Computer System may not be used to send (upload) or receive
(download) copyrighted materials, trade secrets, proprietary financial
information, or similar materials.

D.     Equal Professional Service

ERIE is strongly dedicated to the principle of Equal Professional Service,
which means that all applicants, Policyholders and claimants are provided with
the same high caliber service that is our hallmark. ERIE does not discriminate
on the basis of race, ethnic origin, sex, age, religion, geographic location,
socioeconomic status or any other illegal basis and we expect our Agents to
adhere strictly to our nondiscriminatory philosophy. ERIE recognizes its legal
obligation to judge each risk on its own merits, and we rely on objective
underwriting criteria designed to accurately assess the nature and extent of
each risk.

ERIE is committed to making its insurance products widely available in all of
the jurisdictions in which we do business. ERIE has developed underwriting
guidelines consistent with this commitment. All of ERIEs Employees, as well as
the independent Agents with whom we do business, are expected to abide by these
guidelines when acting on ERIEs behalf.

E.     Employment Policies

1.     Equal Employment Practices

ERIE is committed to fostering a work environment in which all individuals are
treated with respect and dignity. Each individual should be permitted to work
in a business-like atmosphere that promotes equal employment opportunities and
prohibits discriminatory practices, including harassment. Therefore, ERIE
expects that all relationships among persons in the workplace will be
business-like and free of unlawful bias, prejudice and harassment. It is the
Companys policy to ensure equal employment opportunity without

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discrimination or harassment on the basis of race, color, national origin,
religion, sex, age, disability or any other status protected by law. ERIEs
Equal Employment Opportunity Policy and Anti-Harassment Policy are contained in
the Employee Handbook.

2.     Wage and Hour and Labor Laws

It is ERIEs policy to comply with all applicable wage and hour laws and other
statutes regulating the employer-employee relationship and the workplace
environment. No Employee may interfere with or retaliate against another
Employee who seeks to invoke his or her rights under the laws governing labor
and employee relations.

3.     Safe Work Environment

ERIE is committed to providing a safe workplace for all Employees. In addition,
several laws and regulations impose responsibility on ERIE to safeguard against
safety and health hazards. For that reason, and to protect the safety of
themselves and others, Employees and others who are present at ERIE facilities
are required to carefully follow all safety instructions and procedures adopted
by the particular ERIE facility.

F.     Securities Laws

Employees may not trade in (or even recommend) Company stock based on inside
information. Insider trading is the purchase or sale of a publicly traded
security while in possession of important non-public information about the
issuer of the security (i.e., Erie Indemnity Company or Erie Family Life
Insurance Company). Such information includes, for example, non-public
information on earnings, significant gains or losses of business, or the
hiring, firing or resignation of a Director or Officer of the Company. The
securities laws prohibit insider trading, as well as tipping, which is
communicating such information to anyone, such as family members, who might use
it to purchase or sell securities. When in doubt, information obtained as an
Employee of the Company should be presumed to be important and not public.

G.     Antitrust Laws

The federal government and most state governments have enacted antitrust or
competition laws. These laws prohibit restraints of trade, certain conduct
involving competitors, customers or suppliers in the marketplace. Their purpose
is to ensure that markets for goods and services operate competitively and
efficiently, so that customers enjoy the benefit of open competition among
their suppliers, and sellers similarly benefit from competition among their
purchasers. In the United States and some other jurisdictions, violations of
the antitrust laws can lead to substantial civil liabilitytriple the actual
economic damages to a plaintiff. Moreover, violations of the antitrust laws are
often treated as criminal acts that can result in felony convictions of both
corporations and individuals.

The antitrust laws are aimed at protecting the public from agreements between
competitors that affect the price or distribution of products. They are
designed to promote fair and vigorous competition in the marketplace.

Activities that could raise antitrust concerns include:



| |  |  | Service on state-mandated or approved committees or boards.
| | - |  | -----------------------------------------------------------
|
| |  |  | Trade association activities.                              
|
| |  |  | Legislative planning sessions.                             
|
| |  |  | Participation in pools or plans.                           
|
| |  |  | Participation on other boards as a director.               
|
| |  |  | Participation in industry meetings.                        
|
| |  |  | Other formal and informal communications between companies.

Employees attending such functions must be aware of antitrust concerns that may
arise at such events, either in the official program or in informal gatherings
outside of the event. An antitrust violation can occur just as

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easily outside of a formal meeting as within the meeting. Employees are
encouraged to voice antitrust concerns immediately when they arise during any
such events.

Employees are advised to avoid any discussion with competitors relating to
prices, market allocation, product restrictions, reciprocity, tie-in sales,
monopolization (or the attempt at monopolization), exclusive dealing
arrangements, and any coercion, intimidation or other conduct that could be
construed as a boycott. Communications with competitors should avoid any
discussion relating to ERIEs strategic planning issues.

H.     Trade Practices

1.     Claims Handling

ERIE strives to settle claims fairly, promptly and equitably. Our claims
handling procedures are designed to comply with contractual provisions and
applicable statutory, regulatory and common law requirements. When dealing with
Policyholders and third party claimants, we strive to act in the utmost good
faith.

Bad faith cases arise from an alleged violation of a common law, statutory or
regulatory duty. They are fact specific, and require an intensive analysis of
the claim file and the circumstances surrounding the handling of the claim.

The following practices have been determined by some courts to constitute bad
faith claims handling or by state insurance departments to violate unfair claim
settlement practices laws. Claims handlers should avoid engaging in any of the
following practices:



| |  |  | Failure to adequately investigate and evaluate a claim in a timely
fashion.                                                                                       
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Unjustified or unreasonable delay in payment of a claim.                                                                                                          
|
| |  |  | Arbitrary or unreasonable denial of a claim.                                                                                                                      
|
| |  |  | Deceptive practices, such as inducing insureds to unknowingly waive
their rights or intentionally misreading or misconstruing the policy or
other claim documents.
|
| |  |  | Nondisclosure of information, such as policy limits, types of losses
covered, or the right to arbitration.                                                        
|
| |  |  | Failure to communicate regularly with the insured.                                                                                                                
|
| |  |  | Refusal to engage in serious negotiations to settle a meritorious
claim and other unreasonable and arbitrary stonewalling tactics.                              
|
| |  |  | Failure to provide adequate legal counsel.                                                                                                                        
|
| |  |  | Use of incompetent or inadequately trained or supervised claims
personnel.                                                                                        
|
| |  |  | Failure to employ competent defense medical examiners.                                                                                                            
|
| |  |  | Failure to manage or control litigation.                                                                                                                          
|
| |  |  | Failure to foresee a probable excess verdict.                                                                                                                     

2.      Producer/Distribution Issues

ERIE will provide guidance to our independent agencies in matters related to
the legal and ethical distribution of our products. ERIE will implement
policies and procedures to ensure that its business is conducted according to
the highest standards of honesty and fairness.

We are committed to fair competition as the most effective and efficient means
of providing products and services to customers. To ensure fair competition,
all states have laws and regulations governing trade practices and advertising.
We expect all ERIE Agents to comply with such laws and regulations.

Unethical market conduct or willful and/or continued violations of contractual
or statutory obligations will subject an Agent to corrective action, up to and
including termination of the agency agreement and notification to state
insurance departments of such actions, as required by law.

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3.      Market Conduct Examinations

It is ERIEs policy to comply with all applicable state laws and regulations
regarding rates, contractual provisions, underwriting, cancellations and
nonrenewals, complaints, and marketing in all of the states in which we do
business. ERIE openly responds to relevant inquiries from market conduct
examiners, freely admits when errors have been made and acts promptly to
rectify errors. We view each market conduct examination as a valuable learning
experience and an excellent opportunity to improve our compliance with state
laws and our service to our customers.

I.     Overseas Activities

Laws and customs vary throughout the world, but all Employees should uphold the
integrity of the Company in other nations as diligently as they would do so in
the United States. When conducting business in other countries, Employees
should be sensitive to foreign legal requirements and United States laws that
apply to foreign operations, including the Foreign Corrupt Practices Act. The
Foreign Corrupt Practices Act generally makes it unlawful to give anything of
value to foreign government officials, foreign political parties, party
officials, or candidates for public office for the purposes of obtaining or
retaining business for the Company.

J.     Political Involvement

Expressions of ERIEs position on existing or proposed legislation or
regulations relevant to its business can be important to ERIE. Under the
so-called Noer-Pennington Doctrine, companies are permitted to discuss
individual and joint plans to influence governmental actions. Discussions about
direct lobbying, campaign contributions, media campaigns, testimony before
governmental bodies, grassroots activities, and coordinating lobbying efforts
through and between trade associations are all permitted. Discussions must,
however, relate to plans to support or oppose legislation, regulatory action or
judicial proceedings through traditional lobbying efforts.

Generally, the Law Division undertakes the communication of ERIEs position on
a continuing basis.
Individual participation in the political process is essential to the
preservation and improvement of our society. Employees should, however,
separate personal political views and activities from those of ERIE to avoid
possible misunderstanding and legal difficulties. Employees are not permitted
to incur expenses on ERIEs behalf in connection with personal political
activity.

A decision by an Employee to contribute personal funds for political purposes
is strictly his or her own. The Company will in no way pressure Employees to
make personal contributions, nor will it pay any additional compensation to any
Employee who contributes funds. The Company may solicit Employees to
participate in a political action committee, but participation is strictly on a
voluntary basis, and the choice to do so is entirely the Employees.

Some Employees do business with federal, state or local government agencies.
All Employees engaged in business with a governmental body or agency must know
and abide by the specific rules and regulations covering relations with public
agencies. Such Employees must also conduct themselves in a manner that avoids
any dealings which might be perceived as attempts to influence public officials
in the performance of their official duties.

K.     Employee and Agent ImproprietiesFraud and Dishonesty

ERIE is committed to the highest legal, ethical, and professional standards in
the conduct of its business. Every Employee and Agent is expected to maintain
and foster these standards and has an obligation to

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disclose any action which is believed to be inconsistent with them.

Examples of actions that will not be tolerated are:



| |  |  | Dishonesty                           
| | - |  | -------------------------------------
|
| |  |  | Theft                                
|
| |  |  | Fraud                                
|
| |  |  | Conflicts of interest/collusion      
|
| |  |  | Kickbacks                            
|
| |  |  | Other illegal or unauthorized actions

These standards apply without exception to all activities as Employees and
Agents communicate with one another, fulfill contractual commitments, and
authorize and account for the use of company assets. Employees may be subject
to corrective action up to and including termination of employment. Also,
business relationships with Agents may be severed if any of the improprieties
as described in this policy occur.

L.     Sanctions and Trade Embargoes

ERIE recognizes the authority of the United States government to use economic
sanctions and trade embargoes to further various foreign policy and national
security objectives. ERIE Employees must abide by all economic sanctions or
trade embargoes that the United States has adopted, whether they apply to
foreign countries, political organizations or particular foreign individuals
and entities. Inquires regarding whether a transaction on behalf of the Company
complies with applicable sanction and trade embargo programs should be referred
to the Law Division. Such programs include oversight of compliance with the USA
PATRIOT Act and reporting obligations under rules of the U.S. Department of
Treasury, Office of Foreign Assets Control, among others, which may become
effective from time to time.

M.     Documentation of Business Practices

It is ERIEs intent that any Employee with supervisory duties should establish
and implement appropriate internal controls over the areas of his/her
responsibility to ensure the safeguarding of the assets of ERIE and the
accuracy of its financial records and reports. ERIE has adopted controls in
accordance with internal needs and the requirements of applicable laws and
regulations. These established business practices and procedures must be
followed to assure the complete and accurate recording of all transactions.

No Employee or non-Employee Director may interfere with or seek to improperly
influence, directly or indirectly, the auditing of ERIEs financial records.
Violation of these provisions will subject the Employee to corrective action,
up to and including termination of employment, and may also subject the
violator to substantial civil and criminal liability.

If an Employee becomes aware of any improper transaction or business practice
concerning the resources of ERIE, the matter should be reported immediately in
accordance with the procedures outlined in Section 3. Employees may also file a
confidential, anonymous complaint using the hotline described in Section
3Reporting Suspected Non-Compliance, if they have information regarding
questionable accounting or auditing matters.

N.     Document Retention

All documents created in the course of the Companys business will be retained
for at least the minimum period required by statute or regulation. Documents
will be destroyed systematically in accordance with ERIEs document destruction
policies.

When ERIE becomes aware that documents may be required in connection with a
lawsuit, market conduct examination, or other official proceeding, all
documents which may be relevant to the proceeding will be preserved and
scheduled destruction of these documents will be immediately suspended.

O.     Service Marks and Copyrights

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In conjunction with the marketing of its insurance services, ERIE uses service
marks. These are words, slogans, symbols, logos or other devices used to
identify a particular source of goods or services. Examples include The ERIE
Is Above All in Service® and the cupola logo design. ERIEs service marks are
important business tools and valuable assets which require care in their use
and treatment. For example, many of ERIEs service marks are registered with
the U.S. Patent and Trademark Office. If service marks are used by the owner of
the mark in ways that are not consistent with the registered mark, the owner
may lose valuable rights. All Employee and Agent use of ERIEs service marks
must be in accordance with corporate guidelines. ERIE also respects the service
mark rights of others. Any proposed name of a new product, logo, or service
must be submitted to the Law Division for clearance prior to its adoption and
use.

Employees must avoid the unauthorized use of copyrighted materials of others.
All copies of ERIE work product that are authorized to be made available for
public distribution, including all machine-readable works, such as computer
software, must bear the prescribed form of copyright notice, showing ERIEs
ownership in the work.

ERIE is entitled to all rights in ideas, inventions and works of authorship
relating to its business that are made by Employees during the scope of their
employment with the Company or using the resources of the Company.

P.     Financial Examinations

ERIEs Chief Financial Officer is responsible for matters relating to financial
data and reporting, and the General Counsel is responsible for matters of
corporate protocol. Together they ensure that ERIE complies with all laws and
regulations in the jurisdictions in which we operate and that filings and
reports, as well as corporate proceedings and related documentation, are
accurate, up to date and timely filed. We cooperate fully with financial
examiners in an effort to provide them with all relevant nonprivileged
materials they seek.

Q.     Code of Ethical Conduct for Financial Managers

In their role as financial managers of the various entities of the Erie
Insurance Group, financial managers hold an important and elevated role in
corporate governance. Financial managers are uniquely capable of ensuring, and
empowered to ensure, that stakeholders interests are appropriately balanced,
protected and preserved.

Each financial manager is expected to adhere to and advocate the following
principles governing professional and ethical conduct.

To the best of his/her knowledge and ability:



| |  |  | Act with honesty and integrity, avoiding actual or apparent
conflicts of interest in personal and professional relationships.                                                                                                                              
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Provide constituents with information that is accurate, complete,
objective, relevant, timely and understandable.                                                                                                                                          
|
| |  |  | Comply with rules and regulations of federal, state, provincial and
local governments, and other appropriate private and public regulatory
agencies.                                                                                                       
|
| |  |  | Act in good faith, responsibly, with due care, competence and
diligence, and without misrepresenting material facts or allowing
his/her independent judgment to be subordinated.                                                                           
|
| |  |  | Respect the confidentiality of information acquired in the course of
performing work except when authorized or otherwise legally obligated
to disclose. Confidential information acquired in the course of his/her
work is not used for personal advantage.
|
| |  |  | Share knowledge and maintain skills important and relevant to
his/her constituents needs.                                                                                                                                                                 
|
| |  |  | Proactively promote ethical behavior as a responsible partner among
peers in his/her work environment and community.                                                                                                                                       
|
| |  |  | Achieve responsible use of and control over all assets and resources
employed or entrusted to him/her.                                                                                                                                                     

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##### 



Section 3. Reporting Suspected Non-Compliance

A.     General Policy

As part of its commitment to ethical and legal conduct, the Company expects its
Employees to bring to the attention of the appropriate parties, as noted below,
information about suspected violations of this Code of Conduct by any Company
Employee or Agent.



| |  |  | Employees who have information about questionable accounting or
auditing matters should bring it to the attention of the Internal
Auditor, or submit an anonymous complaint to MessagePro. Such matters
will be referred to the Audit Committee for investigation or other
action as deemed appropriate by the Audit Committee Chair. Employees
are required to come forward with any such information, without regard
to the identity or position of the suspected offender.                                                                                   
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | All other matters, including suspected violations of this Code,
should be referred to the Employees immediate supervisor. If that
person is unavailable, or if the Employee believes it would be
inappropriate or does not wish to contact his/her supervisor, the
Employee should contact the Executive Vice President of Human
Development and Leadership or any other member of management. Any
member of management who becomes aware of a possible violation of this
Code should contact the Executive Vice President of Human Development
and Leadership.

The Company will treat the information in a confidential manner, consistent
with appropriate evaluation and
investigation, and will seek to ensure that no acts of retaliation will be
taken against anyone for making a report.

Failure to report wrongdoing may result in corrective action up to and
including termination of employment.

B.     Protection Against Retaliation

Retaliation in any form against an individual who reports a violation of this
Code of Conduct, including the Code of Ethical Conduct for Financial Managers,
or of any law, even if the report is mistaken, or against any Employee who
assists in the investigation of a reported violation is itself a serious
violation of this policy. Acts of retaliation should be reported immediately to
the Executive Vice President of Human Development and Leadership. Employees
found to have engaged in retaliation will be subject to corrective action up to
and including termination of employment.

ERIE and Company refer to the affiliated companies of the Erie Insurance
Group. These companies include Erie Indemnity Company, Erie Insurance Exchange,
Erie Insurance Company, Erie Insurance Property & Casualty Company, Erie Family
Life Insurance Company, Erie Insurance Company of New York, and Flagship City
Insurance Company.

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